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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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DPL INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
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COMMON SHARES, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
233 293 109
(CUSIP Number of Class of Securities)
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STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND GENERAL COUNSEL
DPL INC.
COURTHOUSE PLAZA SOUTHWEST
DAYTON, OH 45402
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Person)
MARCH 6, 2000
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Amount Previously Paid: $115,000 Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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/ / Check box if filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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/ / third-party tender offer subject to /X/ issuer tender offer subject to
Rule 14d-1. Rule 13e-4.
/ / going-private transaction subject to / / amendment to Schedule 13D under
Rule 13e-3. Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Amendment No. 5 to Tender Offer Statement on Schedule TO amends and
supplements the statement originally filed on February 4, 2000, as amended on
February 10, 2000, February 22, 2000, February 24, 2000 and February 25, 2000,
by DPL Inc., an Ohio corporation, in connection with its offer to purchase
common shares, par value $.01 per share. DPL is offering to purchase up to
25,000,000 shares at a price not in excess of $23.00 nor less than $20.00 per
share, net to the seller in cash, without interest, as specified by shareholders
tendering their shares. DPL's offer is being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated February 4, 2000 and in
the related Letter of Transmittal, which, as amended or supplemented from time
to time, together constitute the offer. All shares tendered and purchased will
include preferred share purchase rights issued pursuant to a Shareholder Rights
Agreement, dated as of December 3, 1991, between DPL and The First National Bank
of Boston, as rights agent, and, unless the context otherwise requires, all
references to shares include the associated preferred share purchase rights.
This Tender Offer Statement on Schedule TO is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of 1934, as
amended.
ITEM 12. EXHIBITS.
Item 12 is supplemented by adding exhibit (a)(5)(xi)
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(a)(1)(i) Offer to Purchase.**
(a)(1)(ii) Letter of Transmittal.**
(a)(1)(iii) Notice of Guaranteed Delivery.**
(a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and
Allen M. Hill, President and CEO of DPL, dated February 4,
2000.**
(a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan from Peter H. Forster, Chairman, and Allen M.
Hill, President and CEO of DPL, dated February 4, 2000.**
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.**
(a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan for use by the trustee of such plan.**
(a)(5)(iv) Letter to Participants in The Dayton Power and Light Company
Savings Plans for use by the trustee of such plans.**
(a)(5)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(5)(vi) Press Release dated February 2, 2000.**
(a)(5)(vii) Summary Advertisement dated February 4, 2000.**
(a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998
(incorporated by reference to DPL's Annual Report on Form
10-K filed with the Commission on March 30, 1999).*
(a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on
Form 10-Q for the period ended September 30, 1999
(incorporated by reference to DPL's Quarterly Report on Form
10-Q filed with the Commission on November 15, 1999).*
(a)(5)(x) Press Release dated February 24, 2000.*
(a)(5)(xi) Press Release dated March 6, 2000.
(b)(i) Securities Purchase Agreement, by and among DPL, DPL Capital
Trust I, Dayton Ventures LLC and Dayton Ventures, Inc.,
dated as of February 1, 2000 and certain exhibits thereto.**
(b)(ii) Amendment to Securities Purchase Agreement, dated
February 24, 2000, among DPL, DPL Capital Trust I, Dayton
Ventures LLC and Dayton Ventures, Inc.**
(c) Not required.
(d) See exhibits (b)(i) and (b)(ii) above.
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(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
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* Information incorporated by reference is available to the public at the
website maintained by the Commission at http://www.sec.gov.
** Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: March 6, 2000 DPL INC.
By: /s/ STEPHEN F. KOZIAR, JR.
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Name: Stephen F. Koziar, Jr.
TITLE: GROUP VICE PRESIDENT AND GENERAL
COUNSEL
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2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase.**
(a)(1)(ii) Letter of Transmittal.**
(a)(1)(iii) Notice of Guaranteed Delivery.**
(a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and
Allen M. Hill, President and CEO of DPL, dated February 4,
2000.**
(a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan from Peter H. Forster, Chairman, and Allen M.
Hill, President and CEO of DPL, dated February 4, 2000.**
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.**
(a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan for use by the trustee of such plan.**
(a)(5)(iv) Letter to the Participants in The Dayton Power and Light
Company Savings Plans for use by the trustee of such
plans.**
(a)(5)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(5)(vi) Press Release dated February 2, 2000.**
(a)(5)(vii) Summary Advertisement dated February 4, 2000.**
(a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998
(incorporated by reference to DPL's Annual Report on Form
10-K filed with the Commission on March 30, 1999).*
(a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on
Form 10-Q for the period ended September 30, 1999
(incorporated by reference to DPL's Quarterly Report on Form
10-Q filed with the Commission on November 15, 1999).*
(a)(5)(x) Press Release dated February 24, 2000.*
(a)(5)(xi) Press Release dated March 6, 2000.
(b)(i) Securities Purchase Agreement, by and among DPL, DPL Capital
Trust I, Dayton Ventures LLC and Dayton Ventures, Inc.,
dated as of February 1, 2000 and certain exhibits thereto.**
(b)(ii) Amendment to Securities Purchase Agreement, dated
February 24, 2000, by and among DPL, DPL Capital Trust I,
Dayton Ventures LLC and Dayton Ventures, Inc.**
(c) Not required.
(d) See exhibits (b)(i) and (b)(ii) above.
(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
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* Information incorporated by reference is available to the public at the
website maintained by the Commission at http://www.sec.gov.
** Previously filed
3
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FOR IMMEDIATE RELEASE CONTACT (937) 224-5940
DPL INC. ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION SELF-TENDER OFFER
- COMPANY ALSO SUCCESSFULLY COMPLETES $425 MILLION FINANCING
THROUGH SALE OF SENIOR NOTES -
DAYTON, Ohio, March 6, 2000 - DPL Inc. (NYSE: DPL) today announced the results
of its Dutch Auction self-tender offer, based on a preliminary count by
EquiServe, the depositary for the offer. Under the offer, approximately 28
million shares of common stock, or 18% of its outstanding shares, were properly
tendered and not withdrawn at prices at or below $23.00 per share. Therefore,
the buyback will be prorated and the Company will purchase 25 million shares at
a price of $23 per share. The offer to repurchase shares expired at 12:00
midnight, New York City time, on Friday, March 3, 2000.
The Company also announced that it has successfully completed a previously
announced $425 million financing through the issuance of 8.25% Senior Notes due
2007. This capital will be combined with a $550 million strategic investment
from Kohlberg Kravis Roberts & Co. (KKR), pursuant to a definitive agreement
announced on February 2, 2000, to continue DPL's planned generation strategy,
retire short-term debt, and to finance the shares tendered through the Dutch
Auction.
Peter Forster, Chairman of DPL, said, "The results of the tender offer and the
successful completion of this round of financing are clear evidence of the steps
we are taking to secure future earnings growth and unlock value for our
shareholders. The financial and operational initiatives that are underway,
including KKR's investment and the sale of our natural gas business, as well as
the ongoing expansion of our peaking generation capacity, ideally position DPL
for substantial growth in the years ahead, while maintaining our financial
flexibility."
DETAILS OF THE SHARE REPURCHASE
On February 4, 2000, DPL announced the Dutch Auction self-tender offer for up to
25 million shares, or 16% of its outstanding shares, at a price of $20-$23.
The determination of the actual purchase price for the common stock and the
actual proration factor are subject to final confirmation of the proper delivery
of all shares tendered and not withdrawn, including shares tendered pursuant to
the guaranteed delivery procedure. Payment for the shares accepted for purchase,
and return of all other shares tendered but not accepted for purchase, will
occur
<PAGE>
as soon as practicable after determination of the final proration factor. The
repurchase is being financed with the proceeds from $550 million of
trust-preferred securities to be issued to KKR, DPL's recently completed $425
million sale of 8.25% Senior Notes due 2007, and other corporate resources.
As noted in DPL's Offer to Purchase, the Company may in the future purchase up
to 6.6 million additional shares. The method, timing and financing of such
purchases have not yet been decided.
After the purchase of the shares through the Dutch Auction tender offer, DPL
will have approximately 133 million shares of its common stock outstanding. The
closing price of DPL common stock on March 3, 2000, was $22 5/16 per share.
The dealer manager for the offer was Credit Suisse First Boston. The information
agent was Georgeson Shareholder Communications Inc.
This report contains certain forward-looking statements regarding plans and
expectations for the future. Investors are cautioned that actual outcomes and
results may vary materially from those projected due to various factors beyond
the Company's control, including abnormal weather, unusual maintenance or repair
requirements, changes in fuel costs, increased competition, regulatory changes
and decisions, changes in accounting rules and adverse economic conditions.
These risks and uncertainties are further discussed in the Company's Form 10-K
for the fiscal year ended December 31, 1999, which has been filed with the
Securities and Exchange Commission and is available through the EDGAR system
without charge at its website, WWW.SEC.GOV.
- # # # -
DPL INC. IS A DIVERSIFIED ENERGY COMPANY SUPPLYING ENERGY SERVICES TO CUSTOMERS
IN THE MIDWEST THROUGH ITS SUBSIDIARIES, THE DAYTON POWER AND LIGHT COMPANY AND
DPL ENERGY.
